Securities to be offered to employees in employee benefit plans, post-effective amendments


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Registration No. 333-174601

As filed with the Securities and Exchange Commission, March 7, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

MSA SAFETY INCORPORATED

(Exact name of registrant as specified in its charter)

Pennsylvania 46-4914539

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1000 Cranberry Woods Drive

Cranberry Township, PA

16066
(Address of Principal Executive Offices) (Zip code)

Mine Safety Appliances Company 2008 Management Equity Incentive Plan

(Full title of the plan)

Douglas K. McClaine, Esq.

MSA Safety Incorporated

1000 Cranberry Woods Drive

Cranberry Township, Pennsylvania 16066

Telephone: (724) 776-8600

(Name, address and telephone number, including area code, of agent for service)

Copies of communications to:

Pasquale D. Gentile, Jr., Esq.

Reed Smith LLP

435 Sixth Avenue

Pittsburgh, Pennsylvania 15219-1886

Telephone: (412) 288-4112

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of securities

to be registered

Amount

to be

registered (1 )

Proposed

maximum

offering price

per share

Proposed

maximum

aggregate

offering price

Amount of

registration fee

See below (1)

N/A N/A N/A N/A

(1) No additional securities are to be registered, and registration fees were paid upon filing of the original Registration Statement No. 333-174601. Therefore, no further registration fee is required.


EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to that certain Registration on Form S-8 (Reg. No. 333-174601) (the “Registration Statement”) is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”) by MSA Safety Incorporated, a Pennsylvania corporation (“New MSA”), as a successor registrant to Mine Safety Appliances Company, a Pennsylvania corporation (“MSA”), to reflect a reorganization of MSA into a holding company organizational structure.

The new holding company organizational structure was effected pursuant to a merger (the “Merger”) implemented pursuant to Section 1924(b)(4) of the Pennsylvania Business Corporation Law of 1988, as amended (the “BCL”) and an Agreement and Plan of Merger (the “Merger Agreement”), among MSA, New MSA and Project Q Merger Sub Corp., a Pennsylvania corporation and a direct wholly-owned subsidiary of New MSA (“Merger Sub”). The Merger Agreement provided for, among other things, the merger of MSA with and into Merger Sub, in which MSA was the surviving corporation (the “Surviving Corporation”).

As a result of the Merger, MSA became a wholly-owned subsidiary of New MSA, and New MSA became the successor issuer to MSA pursuant to Rule 414 under the Securities Act.

As a result of the Merger, each issued and outstanding share or fraction of a share of (i) New MSA owned by MSA was cancelled without conversion or consideration of any kind, (ii) MSA common stock, no par value per share (“MSA Common Stock”), was converted into a share or equal fraction of a share of common stock of New MSA, no par value per share (“New MSA Common Stock”), (iii) MSA 4 1 2 % Cumulative Preferred Stock, $50.00 par value per share, was converted into a share or equal fraction of a share of New MSA 4 1 2 % Cumulative Preferred Stock, $50.00 par value per share, (iv) MSA Second Cumulative Preferred Stock, $10.00 par value per share, was converted into a share or equal fraction of a share of New MSA Second Cumulative Preferred Stock, $10.00 par value per share and (v) each issued and outstanding share of Merger Sub common stock, $0.01 par value per share, was converted into a share of common stock of the Surviving Corporation.

As part of the stock conversion described above, each outstanding employee stock option to purchase shares of MSA Common Stock granted under any employee stock option, employee stock purchase or compensation plan or arrangement of MSA was converted into an option to purchase an equal number of shares of New MSA Common Stock, in accordance with the provisions of such employee stock option, employee stock purchase or compensation plan or arrangement.

In accordance with paragraph (d) of Rule 414 under the Securities Act, New MSA hereby expressly adopts the Registration Statement as its own registration statement except as amended by this Amendment, for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended. The applicable registration fees were paid at the time of the original filing of the Registration Statement.

2


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See the Exhibit Index at the end of this Post-Effective Amendment No. 1 to this registration statement.

3


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Cranberry Township, State of Pennsylvania, on March 7, 2014.

MSA Safety Incorporated
By: /s/ Stacy McMahan
Stacy McMahan
Senior Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

*

Director, President and March 7, 2014

William M. Lambert

Chief Executive Officer

(principal executive officer)

/s/ Stacy McMahan

Senior Vice President, Chief March 7, 2014

Stacy McMahan

Financial Officer and Treasurer

(principal financial officer and

principal accounting officer)

*

Director March 7, 2014

Robert A. Bruggeworth

Director

Alvaro Garcia-Tunon

*

Director March 7, 2014

Thomas B. Hotopp

*

Director March 7, 2014

Diane M. Pearse

Director

Rebecca B. Roberts

*

Director March 7, 2014

John T. Ryan III


Signature

Title

Date

*

Director March 7, 2014

L. Edward Shaw Jr.

*

Director March 7, 2014

Thomas H. Witmer

* By:

/s/ Douglas K. McClaine

Name: Douglas K. McClaine
Attorney-in-fact for each of the persons indicated


INDEX TO EXHIBITS

Exhibit
Number

Description

5.1 Opinion of Reed Smith LLP*
23.1 Consent of Reed Smith LLP (included in the opinion filed as Exhibit 5.1 to this registration statement) *

* Filed herewith.

The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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